SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

   June 9, 2011
Via Mail and Facsimile ( 973-455-6904)

Kathleen A. W inters
Vice President and Controller
Honeywell International Inc.
101 Columbia Road Morris Township, NJ 07962
 Re: Honeywell International  Inc.
  Form 10- K for the Fiscal Year Ended December 3 1, 2010
  Filed February 11 , 2011
  File No. 001 -8974

Dear M s. Winters :

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with res pect to this issue does not preclude further review by
the Assistant Director group with respect to other issues.  At this juncture, we are asking you to provide us with information so we may better understand your disclosure.

Please respond to this let ter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
 After re viewing the information you provide in response to these comments, we
may have additional comments.
1. Please update us on your contacts with Iran, Syria and Sudan since your letter
to us of July 27, 2007.  We note that your Form 10- K does not provide
disclosure about contacts with these countries.  We note several 2010 news articles relating to the fact that you own 100% of UOP , which has a British
subsidiary that conducts business in Iran and is part of a consortium with several companies , including Iranian firms .  According to the ar ticle, this
consortium is expanding and upgrading the Arak Refinery in Iran.  T he
project is budgeted to cost $3.7 billion and could triple that refinery ’s gasoline
production.  We also note that your website provides  contact information for General

Kathleen A. W inters
Honeywell International Inc.
June 9, 2011
Page 2

the Security Group’s Middle East region for countries including Iran, Syria
and Sudan.
Your response should describe the nature and extent of your contacts with
Iran, Syria and Sudan, whether through affiliate s, subsidiaries or other direct
or indirect arrangements.  Please also discuss any agreements, commercial arrangements or other contacts you have had with the governments of those
countries or entities controlled by those governments.  We note , for instanc e,
that the above -referenced article indicates that one party to  the Arak Refinery
project may be a state- owned Iranian firm.
2. Please discuss the materiality of your contacts with Iran, Syria and Sudan described in response to the  foregoing  comment and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar amounts of a ny associated revenues, assets, and liabilities for the  last three
fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  In this regard, we
note several 2010 news articles about your contacts with Iran and the fact that you also do business with the U.S. government.  As you know, v arious state
and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.- designated state sponsors of terrorism.  Your
materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Syria  and Sudan.
3. Please discuss the applicability of the sanctions enacted by the U.S. government under the Compre hensive Iran Sanctions , Accountability , and
Divestment Act of 2010 and how they will impact or have impacted your
business.  Please discuss the provisions relating to contracting with the U.S. government and how they may impact or have impacted your busine ss.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and a ll applicable Exchange Act rules require.  Since the company
and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Kathleen A. W inters
Honeywell International Inc.
June 9, 2011
Page 3

In responding to our  comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.
  Please contact Jennifer Hardy, Special Counsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about the comment s or our review.

        Sincerely,

          Cecilia Blye, Chief
        Office of Global Security Risk
  cc:  Max Webb
  Assistant Director
 Division of Corporation Finance